To Dear Members,
SILICON RENTAL SOLUTIONS LIMITED,
Your Directors have pleasure in presenting 10th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2026.
FINANCIAL SUMMARY (STANDALONE):
The Companys financial performance for the year under review along with previous years figures is given hereunder:
-(Amount in Lakhs)
| PARTICULARS | 31st March, 2026 | 31st March, 2025 |
| Revenue from Operations | 11,401.77 | 10193.89 |
| Other Income | 188.69 | 95.21 |
| Total Revenue | 11,590.47 | 10,289.10 |
| Total Expenditure | 10,210.60 | 8,464.93 |
| Profit/Loss before taxation | 1,379.86 | 1824.17 |
| Less: Tax Expenses | ||
| Current Tax: | 377.81 | 476.77 |
| Deferred Tax: | (21.89) | 18.89 |
| Short Provisions for Tax adjustments in respect of earlier years | 0.10 | 8.51 |
| Profit/loss (after tax) | 1,023.83 | 1,320.00 |
| Add: Balance B/F from the Previous Year | 4,455.10 | 3,237.81 |
| Add: Share Premium | 4,210.89 | 4,447.85 |
| Less: Share Issue Expenses | - | 236.96 |
| Less: Dividend | 114.19 | 102.72 |
| Less: Bonus Share Issue | - | - |
| Reserves & Surplus for the year | 9,575.64 | 8,665.99 |
During the Financial Year 2025- 26, Silicon Rental Solutions Limited continued its evolution from a traditional IT equipment rental provider into a full- stack rental and leasing solutions provider, engaged in providing end to end IT equipment, plant and machinery, and emerging- technology assets including drones and GPU- powered computing infrastructure on a rental, leasing, and returnable basis. The Company remained focused on delivering comprehensive rental and leasing solutions across a diverse range of industries by leveraging its extensive product portfolio, pan- India operational capabilities, and customer- centric approach.
The Company further enhanced its presence across key geographical markets while continuing to serve clients through its well- established network spanning major states of India. Its strong customer relationships, efficient service delivery model, and ability to provide customized technology solutions have enabled the Company to maintain its competitive position in an evolving business environment.
During the year under review, the Company continued to expand its portfolio of advanced technology solutions, catering to the increasing demand for modern digital infrastructure. The Company remained focused on providing end- to- end solutions comprising procurement, deployment, installation, maintenance, and technical support, thereby enabling customers to access the latest technology without significant capital investment.
The Company also continued to strengthen its presence in the education, corporate, government, and enterprise segments through long- term customer engagements and strategic business relationships. These initiatives have contributed to enhancing operational efficiency, improving customer retention, and creating sustainable opportunities for future growth.
The management remains committed to improving operational efficiencies through effective cost management, technology- driven processes, and prudent financial discipline while continuing to invest in strengthening its asset base and expanding its service capabilities.
During the Financial Year 2025- 26, the Company recorded Total Income of 11,590.47 Lakh, as compared to 10,289.10 Lakh in the previous financial year, registering a healthy growth of approximately 12.65%. The increase in revenue reflects sustained demand for the Companys technology rental solutions and continued expansion of its customer base.
The Company reported a Profit Before Tax (PBT) of 1,379.86 Lakh during the year under review as against 1,824.17 Lakh in the previous year. The Net Profit after Tax (PAT) stood at 1,023.83 Lakh, compared with 1,320.00 Lakh in the preceding financial year.
Although profitability moderated during the year primarily on account of higher depreciation arising from the continued expansion of the Companys rental asset base and increased operational investments, the Company continued to maintain a healthy financial position. These investments are expected to strengthen long- term operational capacity and support sustainable growth in the coming years.
The Directors remain confident that the Companys diversified customer base, expanding technology portfolio, prudent financial management, and continued focus on innovation will enable it to capitalize on emerging opportunities in the IT infrastructure and technology rental industry and create sustained value for all stakeholders.
As per Standalone financials, the reserves & surplus of the Company as on 31st March, 2026 are as follows:
| Sr. No. | Particulars | Amount in Lakhs |
| 1. | Balance at the beginning of the year | 4,455.10 |
| 2. | Current Years Profit / Loss | 1,023.84 |
| 3. | Amount of Securities Premium and other Reserves | 4,210.89 |
| 4. | Dividend | (114.19) |
| Total | 9,575.64 |
Considering the Companys outstanding financial performance, the Board is pleased to recommend for consideration of the shareholders at the ensuing Annual General Meeting (AGM), payment of dividend at the rate of 10% equivalent to the Re. 1/- per Equity Share for the Financial Year 2025- 26.
The dividend recommended is in accordance with the principles and criteria as set out in the Dividend Distribution Policy of the Company which is available on our website, at https://www.silicongroup1 . com.
The said dividend, if approved by the members at the ensuing AGM will be paid to those members whose name appears on the Register of Members (including Beneficial Owners) of the Company as on the record date and will be subject to deduction of tax at source at prescribed rates pursuant to the Income Tax Act, 1961.
The Companys Equity Shares are listed on Bombay Stock Exchange (BSE) SME Board, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 effective from Monday, 10th October, 2022.
The Authorised Share Capital of the Company is 12,00,00,000/- (Rupees Twelve Crore Only), divided into 1,20,00,000 (One Crore Twenty Lakh) Equity Shares of 10/- (Rupees Ten Only) each.
The Issued, Subscribed and Paid-up Share Capital of the Company is 11,41,92,000/- (Rupees Eleven Crore Forty- One Lakh Ninety- Two Thousand Only), divided into 1,14,19,200 (One Crore Fourteen Lakh Nineteen Thousand Two Hundred) Equity Shares of 10/- (Rupees Ten Only) each.
During the year under review, there was no change in the Issued, Subscribed and Paid- up Share Capital of the Company.
Lapse and Forfeiture of 5,50,400 Convertible Warrants
Pursuant to the approval of the Board of Directors at its meeting held on 15th January, 2025, the Company had allotted 5,50,400 Convertible Warrants on a preferential basis at an issue price of 222/- per warrant, including a premium of 212/- per warrant. Each warrant was convertible into one Equity Share of the Company of face value of 10/- within a period of 18 months from the date of allotment, i.e., on or before 15th July, 2026, in accordance with the applicable provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations).
In accordance with the terms of issue and Regulation 162 of the SEBI ICDR Regulations, the warrant holders had paid 25% of the issue price at the time of allotment, with the balance 75% payable at the time of exercise of the warrants.
As the warrant holders failed to exercise the warrants and pay the balance consideration within the stipulated period, the outstanding warrants lapsed upon expiry of the exercise period on 15th July, 2026. Consequently, with effect from 16th July, 2026, the amount of 3,05,47,200/- being 25% of the issue price received towards the warrants, stood forfeited by the Company in accordance with Regulation 169(3) of the SEBI ICDR Regulations and the terms of issue.
Save as stated above, no other material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT:
During the previous financial year, the Company had raised funds through the preferential allotment of Equity Shares and Convertible Warrants. The utilisation of the funds raised through the said preferential issue was made in accordance with the objects of the issue.
During the financial year under review, the Company utilised the balance amount of funds raised through the aforesaid preferential issue. Accordingly, as on 31st March, 2026, the entire amount raised through the preferential issue had been utilised and there was no unutilised balance remaining.
The Statement of Deviation and Variation, as applicable, was reviewed by the Audit Committee and the Board and submitted to the Stock Exchange in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Company submitted the certificate of the Statutory Auditor regarding the utilisation of funds raised through the preferential issue to the Stock Exchange, in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Details of Utilization of Proceeds of Preferential Issue (Equity shares) as of March 31, 2026:
| Original Object | Modified Object, if any | Original Allocation | Modified allocation, if any | Funds Utilized | Unutilized amount | Amount of Deviation/Variation for the quarter according to applicable object | Remarks, if any |
| Capital Investment | NA | 1,280.86 | NA | 1,280.86 | 0 | NA | NA |
| Long term working capital | NA | 1,010.00 | NA | 1,010.00 | 0 | ||
| General Corporate Purpose | NA | 255.92 | NA | 255.92 | 0 | ||
| Such other objects, as the Board may from time to time decide in the best interest of the Company | NA | 0 | NA | 0 | 0 | ||
| Total | NA | 2,546.78 | NA | 2,546.78 | 0 |
Details of Utilization of Proceeds of Preferential Issue (Convertible Warrant) as of March 31, 2026:
| Original Object | Modified Object, if any | Original Allocation | Modified allocation, if any | Funds Utilized | Unutilized amount | Amount of Deviation/Variation for the quarter according to applicable object | Remarks, if any |
| Capital Investment | NA | 305.47 | NA | 305.47 | 0 | NA | NA |
| Long term working capital | NA | 0 | NA | 0 | 0 | ||
| General Corporate Purpose | NA | 0 | NA | 0 | 0 | ||
| Such other objects, as the Board may from time to time decide in the best interest of the Company | NA | 0 | NA | 0 | 0 | ||
| Total | NA | 0 | 305.47 | 305.47 | 0 | NA | NA |
CHANGE IN THE NATURE OF BUSINESS: During the year under review, there were no material changes in the nature of business of the company.
Pursuant to the Provisions of section 178 of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and disclosure Requirements) Regulations 2015, the Company has duly constituted Nomination and Remuneration Committee (NRC) with composition of Independent Directors and Non- Executive Director.
The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under subsection (3) of Section 178 of the Companies Act, 2013, is available on our website, at https://www.silicongroup1 . com.
During the year under review, the Company had regularised the appointment of Mr. Ashok Kumar Jain as Independent Director of the Company in the AGM held on 18th September, 2025.
The Board is of the opinion that Mr. Jain possesses the requisite integrity, expertise, and relevant experience in his field. The Board has also evaluated his proficiency through the prescribed online proficiency self- assessment test conducted by the Indian Institute of Corporate Affairs (IICA) and is satisfied with his qualifications and overall capabilities.
The Company presents all related party transactions before the Board specifying the nature, value, and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority and Company generally enters into transactions, which are at arms length and in the ordinary course of business.
During the year under review, all transactions entered into with related parties were approved by the Audit Committee of the Board of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. The details of such transactions are given in form AOC- 2, Attached with this report as Annexure A, which forms part of this Integrated Annual Report. The disclosure of transactions with related party for the year, as per Accounting Standard - 18 Related Party Disclosures is given in Note - 27 to the Balance Sheet as on 31st March, 2026, forming part of this Annual Report.
As per Regulation 23 of the SEBI LODR, the Board has adopted a Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions which may be accessed on the Companys website i.e. https://www.silicongroup1 . com.
During the year under review there has been no any such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.
Pursuant to the provision of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Vinod Kumar Jain & Co., Chartered Accountants having firm registration no. 111513W, was appointed as the Statutory Auditors of the Company, to hold office for 5 Years commencing from the conclusion of the 7th AGM of the Company, till the conclusion of the 11th AGM to be held in 2027.
Pursuant to the provision of Section 204 of the Companies Act, 2013 read with rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Shanu Mata and Associates, Company Secretaries (Membership No. F12161), is re- appointed as Secretarial Auditor of the Company for a period of one term of five consecutive financial years, commencing from the financial year 2025- 26 till the financial year 2029- 2030 with effect from the member Meeting held on 18th September, 2025.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors, at its meeting held on 28th May, 2025, approved the re- appointment of Mr. Shailesh Narang, in his individual capacity, as the Internal Auditor of the Company for a term of five consecutive financial years, commencing from the financial year 2025- 26 till the financial year 2029- 30.
The auditors of the company have not made any observations and/or qualifications in their audit report issued on the financial statements of the company for the financial year ended 31st March, 2026. The report of the Statutory Auditors on the Financial Statements forms a part of this Integrated Annual Report. There are no specifications, reservations, adverse remarks on disclosure by the Statutory Auditors in their report.
DETAILLS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
The secretarial auditor has not made any remarks/ observations/qualifications in the secretarial audit report for the year ended 31st March, 2026. Hence, there is no explanation required for the same.
The Secretarial Auditors Report is enclosed as Annexure B to the Boards report, which forms part of this Integrated Annual Report.
There were no frauds reported by the Statutory Auditors under sub- section 12 of Section 143 of the Companies Act, 2013 along with Rules made thereunder, other than those which are reportable to the Central Government.
The company have no subsidiaries, joint ventures or associate companies.
Mr. Manish Sehgal (DIN: 01193550) and Mr. Ashok Kumar Jain (DIN: 00251096), Independent Directors of the Company, have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Director. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmation was noted by the Board.
The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.
The Company is committed to conducting its business in accordance with the highest standards of ethical conduct and governance. It fosters a culture built on strong core values and sound ethical practices, with a consistent focus on transparency, accountability, and integrity across all levels of the organization.
Pursuant to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to corporate governance specified under Regulations 17 to 27, clauses (b) to (i) and (t) of Regulation 46(2), and paragraphs C, D and E of Schedule V are not applicable to companies listed on the SME Exchange.
Since the securities of the Company are listed on the SME Exchange, the aforesaid provisions relating to Corporate Governance are not applicable to the Company. Accordingly, the Corporate Governance Report does not form part of this Annual Report.
Notwithstanding the above exemption, the Company continues to adhere to sound governance practices and remains committed to conducting its affairs in a transparent, ethical and responsible manner, in the best interests of its stakeholders.
The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as under:
i. Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.
ii. Foreign Exchange Earnings and Outgo:
Foreign Exchange Earned - Nil Foreign Exchange Used - Nil
Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (IEPP). During the year under review, there was no unpaid or unclaimed dividend in the Unpaid Dividend Account lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of Directors/ KMP of the Company are furnished as follows:
The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2025-26, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2025-26 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:
(Amount in Lakhs)
| Name of Director/KMP | Designation | Remuneration for F.Y. 2025-26 | Remuneration for F.Y. 2024-25 | Ratio of Remuneration of director to Median Remuneration of employees | Increase / (decrease) in remuneration from previous year | % increase in remuneration from previous year |
| Sanjay Harish Motiani | Managing Director and Chairman | 60.00 | 60.00 | 17.28 | - | - |
| Kanchan Sanjay Motiani | Whole time Director | 48.00 | 48.00 | 13.82 | - | - |
| Anushka Sanjay Motiani | Non-Executive Director | 0.00 | 0.00 | - | - | - |
| Nikhil Sanjay Motiani | Executive Director | 18.00 | 18.00 | 5.18 | - | - |
| Subhash Apuroy Shenoy * | Chief Financial Officer | 6.52 | 6.02 | 1.88 | 0.50 | 8.30 |
| Himanshi Tiwari | Compliance Officer & Company Secretary | 10.80 | 4.20 | 3.11 | 6.60 | 157.14 |
The median remuneration of employees other than the Whole-time directors of the Company during the financial year was Rs. 3,47,300/-
In the financial year, there is 0.06% decrease in the median remuneration of employees other than the Whole-time directors;
There were 57 permanent employees on the rolls of Company as on March 31st, 2026;
The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees;
It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
Details of top ten employees of the Company: Details of employees under Rule 5 (2) of the Companies (Appointment and Remuneration) Rules, 2014 as amended from time to time:
(Amount in Lakhs)
| Sr. No. | Name of the Employee | Designation of the Employee | Remuneration Received annually (in lakhs) | Nature of employment, whether contractual or otherwise | Qualifications and experience of the employee |
| 1. | Nagsen Khade | Senior Engineer | 10.28 | Permanent | Graduation |
| 2. | Vrushali Patil | Admin Head | 9.58 | Permanent | Graduation |
| 3. | Krish Sanjay Chaurasiya | Senior Engineer | 8.97 | Permanent | Graduation |
| 4. | Siddesh Chaurasiya | Designer | 7.77 | Permanent | Graduation |
| 5. | Bhaskar Rasam | IT Head | 7.23 | Permanent | Graduation |
| 6. | Bhavana Rasam | Billing Head | 7.01 | Permanent | Graduation |
| 7. | Aman Singh | Senior Engineer | 6.71 | Permanent | Graduation |
| 8. | Sanjay Kumar Singh | IT Service Manager | 6.64 | Permanent | Graduation |
| 9. | Amol Sagvekar | Senior Engineer | 6.21 | Permanent | Graduation |
| 10. | Ganesh Dhumal | Senior Engineer | 6.21 | Permanent | Graduation |
| Date of commencement of employment/Resignation | The age of such employee | The last Employment held by such employee before joining the Company | The percentage of equity shares held by the employee in the Company within the meaning of clause (iii) of sub-rule (2) above | Whether any such employee is a relative of any director or manager of the Company and if so, name of such director or Manager |
| 01-04-2024 | 50 | - | 0.00 | No |
| 01-04-2019 | 48 | - | 0.00 | No |
| 01-01-2025 | 35 | - | 0.00 | No |
| 01-10-2022 | 25 | - | 0.00 | No |
| 01-04-2016 | 45 | - | 0.00 | No |
| 01-04-2026 | 43 | - | 0.00 | No |
| 01-04-2016 | 38 | - | 0.00 | No |
| 01-04-2026 | 56 | - | 0.00 | No |
| 01-04-2016 | 39 | - | 0.00 | No |
| 01-04-2026 | 43 | - | 0.00 | No |
No Directors/Managerial Personnel in the Company have been paid remuneration in excess of the limits prescribed under section 197 of The Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Company has several committees, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.
Pursuant to the provision of Companies act, 2013 and SEBI (Listing Obligations and disclosure Requirements) Regulations 2015, composition of different Committees are as follows:
| Name of the Director | Status in Committee | Nature of Directorship |
| Ashok Kumar Jain | Chairman | Independent Director |
| Manish Sehgal | Member | Independent Director |
| Nikhil Sanjay Motiani | Member | Whole Time Director |
| Name of the Director | Status in Committee | Nature of Directorship |
| Ashok Kumar Jain | Chairman | Independent Director |
| Sanjay Harish Motiani | Member | Chairman & Managing Director |
| Kanchan Sanjay Motiani | Member | Whole Time Director |
| Name of the Director | Status in Committee | Nature of Directorship |
| Manish Sehgal | Chairman | Independent Director |
| Ashok Kumar Jain | Member | Independent Director |
| Anushka Sanjay Motiani | Member | Non-Executive Director |
| Name of the Members | Status in Committee | Nature of Directorship |
| Sanjay Harish Motiani | Chairman | Chairman & Managing Director |
| Ashok Kumar Jain | Member | Independent Director |
| Kanchan Sanjay Motiani | Member | Whole Time Director |
| Name of the Members | Status in Committee | Nature of Directorship |
| Sanjay Harish Motiani | Chairman | Chairman & Managing Director |
| Ashok Kumar Jain | Member | Independent Director |
| Kanchan Sanjay Motiani | Member | Whole Time Director |
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
During the financial year 2025- 26, Mr. Ashok Kumar Jain, who was serving as an Additional Independent Director of the Company, was appointed as an Independent Director by the Members at the Annual General Meeting held on September 18, 2025. Accordingly, his designation changed from Additional Independent Director to Independent Director with effect from September 18, 2025.
Further, pursuant to the resolution passed by the Board of Directors at its meeting held on 13th March, 2026, Mr. Nikhil Sanjay Motiani was appointed as a Member of the Audit Committee in place of Mrs. Kanchan Sanjay Motiani. Accordingly, the Audit Committee was reconstituted with effect from 13th March, 2026.
The Company has adopted a Whistle Blower Policy in compliance with Listing Regulations and Companies Act 2013. The Policy empowers all the Stakeholders to raise concerns by making Protected Disclosures as defined in the Policy. The Policy also provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. As on date, none of the stakeholders have raised any Whistle Blower concern and the Company affirms that no employee has been denied access to the Audit Committee, which is charged with overseeing this policy. The Vigil Mechanism/ Whistle Blower Policy have also been uploaded on the website of the Company i.e. https://www.silicongroup1 . com.
In accordance with Section 135 of the Act and Rules framed thereunder, the Company has adopted a Policy of CSR and the Board has constituted a Committee for implementing the CSR Activities. The CSR Committee comprises of two (2) Directors and one (1) Independent Director as at 31st March, 2026 viz. Mr. Sanjay Harish Motiani (Chairman), Mrs. Kanchan Sanjay Motiani (Member) and Mr. Ashok Kumar Jain (Member). The Committee met twice during the financial year under review. The meetings were held with the presence of requisite quorum. The Company has adopted a CSR policy which indicates the activities to be undertaken by the Company as specified in Schedule VII to the Act. The Annual Report on CSR activities for financial year 2025- 26 forms part of this report and same is annexed as Annexure C.
The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respect with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 2013. The financial statements have been prepared on an accrual basis and under the historical cost convention.
The Board has formed a Risk Management Committee for overseeing the Companys risk management processes and systems and implementation of the risk management policy.
The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee of Directors has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
Maintenance of cost records as specified by Central Government under sub section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.
During the year under review, the Company made an investment in connection with the proposed acquisition of Prince SWR Systems Private Limited by Mr. Ashish Shah pursuant to proceedings before the National Company Law Tribunal (NCLT).
The said amount, classified as a current investment in the financial statements, is proposed to be converted/adjusted towards the investment by the Company in Prince SWR Systems Private Limited and Prince MFG Industries Private Limited, pursuant to the Memorandum of Understanding (MOU) dated November 6, 2025, executed between the parties.
The proposed investment is subject to, inter alia, (a) Mr. Ashish Shah acquiring complete ownership and control of Prince SWR Systems Private Limited; (b) execution of definitive agreements, including the Share Purchase Agreement (SPA) and Shareholders Agreement (SHA); and (c) formal transfer of shares in favour of the Company in accordance with the terms of such definitive agreements.
The management is of the view that the said investment is recoverable/adjustable against the proposed investment and, accordingly, no provision for impairment has been considered necessary as at the reporting date.
The particulars of the investment made by the Company, as covered under Section 186 of the Companies Act, 2013, are disclosed in the notes forming part of the financial statements.
Except as stated above, the Company has not made any loans, given any guarantees or provided any security or made any other investments covered under Section 186 of the Companies Act, 2013 during the year under review.
SEXUAL HARASSMENT:
The Company has always been committed to provide a safe and conducive work environment to its employees and has adopted policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Committee(s) (ICs) to redress and resolve any complaints arising under the POSH Act.
Additional Details required as per MCA Circular dated 30.05.2025 are as below:
(i) Number of Sexual Harassment Complaints received: NIL (ii) Number of Sexual Harassment Complaints disposed off: NIL (iii) Number of Sexual Harassment Complaints pending beyond 90 days.: NIL
Further, the Company has also complied with Maternity Benefit Act during the year under review.
The Board is duly constituted according to the provisions of the Companies Act, 2013. The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the Company.
The Composition of Board of Directors and the details of Key Managerial Personnel for the Financial Year 2025- 2026 are as follows:
| Sr. No. | Name | Designation | DIN/ PAN |
| 1. | Sanjay Harish Motiani | Chairman and Managing Director | 07314538 |
| 2. | Kanchan Sanjay Motiani | Whole-Time Director | 07314480 |
| 3. | Nikhil Sanjay Motiani | Whole-Time Director | 07570586 |
| 4. | Anushka Sanjay Motiani | Non-Executive Director | 07395256 |
| 5. | Ashok Kumar Jain | Independent Director | 00251096 |
| 6. | Manish Sehgal | Independent Director | 01193550 |
| 7. | Himanshi Tiwari | Company Secretary and Compliance Officer | AVPPT1479G |
| 8. | Subhash Apuroy Shenoy | Chief Financial Officer | BIZPS1135C |
During the year, the Company, based on the recommendation of the Nomination & Remuneration Committee (NRC), has re- appointed Mrs. Kanchan Sanjay Motiani (DIN: 07314480) as the Whole- time Director of the Company, for a second term of up to five consecutive years commencing from 20th August, 2025 until 19th August, 2030.
Further, based on the recommendation of the NRC and pursuant to the resolution passed by the Members at the Annual General Meeting of the Company held on 18th September, 2025, Mr. Nikhil Sanjay Motiani (DIN: 07570586) was appointed as the Whole- time Director of the Company pursuant to the change in his designation from Executive Director to Whole- time Director, for a term of five consecutive years commencing from 21st August, 2025 and continuing up to 20th August, 2030.
Further, based on the recommendation of the NRC and pursuant to the resolution passed by the Members at the Annual General Meeting of the Company held on 18th September, 2025, Mr. Ashok Kumar Jain was appointed as an Independent Director of the Company for a term of five consecutive years, commencing from 18th September, 2025 and continuing up to 17th September, 2030.
None of the director of the company has resigned during the review period.
Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2025- 26 and till the date of Boards Report.
As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.
The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual Directors, including Independent Directors, covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its Committees, participation and contribution, discharge of duties and responsibilities, and governance.
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance, its Committees and individual Directors, including Independent Directors, on various parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its stakeholders, etc. The Board expressed its satisfaction with the evaluation process and the performance of the Board, its Committees and individual Directors.
EXTRACT OF ANNUAL RETURN: The Company has uploaded the extract of Annual Return on the website maintained by the Company i.e. www.silicongroup1 . com
During the Financial Year 2025- 26, the Board of Directors met 05 (Five) times in total, physically/virtually and the intervening gap between two meetings was within the period prescribed under Section 173 of the Companies Act, 2013 along with Rules made there under.
The Management Discussion and Analysis Report as required in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is annexed to this Report as Annexure D.
In terms of the provisions of the Companies Act, 2013, the Company has adopted the policies applicable to it, as required under the applicable provisions of the Act. The policies are available on the Companys website at www.silicongroup1 . com.
During the period under review, no application has been filed or any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.
Pursuant to the requirement under section 134(3)(c) and Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Board of Directors, to the best of its knowledge and ability, confirm that:
(i) in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards had been followed and there are no material departures; (ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2026 and of the profit and loss of the company for that period;
(ii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) the directors had prepared the annual accounts on a going concern basis;
(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company has robust and comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.
The policies and procedures adopted by the company ensures the orderly and efficient conduct of its business and adherence to the companys policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial information.
The Internal Auditors and the Management continuously monitors the efficacy of Internal Financial Control system with the objective of providing to the Audit Committee and the Board of Directors, an effectiveness of the organizations risk management with regard to the Internal Financial Control system.
Audit Committee meets regularly to review reports submitted by the internal auditors. The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on the financial statement, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.
GENERAL: Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Act. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Neither the Managing Director nor the Whole Time Directors of the Company receive any commission. 4. Separate Section containing a Report on performance and Financial Position of each of Subsidiaries, Associated & Joint Ventures included in the Consolidated Financial Statement of the Company. 5. Voluntary revision as per Section 131 of the Companies Act, 2013. 6. Any one- time settlement with any Banks or Financial Institutions.
Your Directors would like to express their sincere appreciation for the co- operation and assistance received from various department of Central and State Government, the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.
Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.
Date:03- 09- 2026 Place:Mumbai
SD/- Sanjay Harish Motiani Chairman & Managing Director DIN- 07314538
SD/- Kanchan Sanjay Motiani Whole- time director DIN- 07314480
DECLARATION ON CODE OF CONDUCT
This is to confirm that the Board of Director of the Company has laid down a Code of Conduct for its members and senior management personnel of the Company. The same has also been posted on the Companys website. It is further confirmed that all the Directors and senior management personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the financial 31 (st) March, 2026 as envisaged in the listing Agreement with Stock Exchange.
Form No. AOC-2
(Pursuant to Clause (h) of sub section (3) of section 134 of the act and Rule 8/ 2 of the Companies Accounts Rules, 2014)
DETAILS REGARDING RELATED PARTY TRANSACTIONS
AS PER THE PROVISIONS OF SECTON 188 OF THE COMPANIES ACT, 2013 FOR THE FINANCIAL YEAR ENDED 31(ST) MARCH, 2026
Details of contracts or arrangements or transactions not at arms length basis:
| Name(s) of the related party and nature of relationship | Nature of contracts/ arrangements/ transactions | Duration of the contracts/ arrangements/ transactions | Salient terms of the contracts or arrangements or transactions including the value, if any | Date of approval by the Board | Amount paid as advances, if any: | Date on which the special resolution was passed in general meeting as required under first proviso to section 188 |
| - | - | - | - | - | - | - |
Details of material contracts or arrangement or transactions at arms length basis:
| Name(s) of the related party and nature of relationship | Nature of contracts/ arrangements/ transactions | Duration of the contracts/ arrangements/ transactions | Salient terms of the contracts or arrangements or transactions including the value, if any | Date of approval by the Board | Amount paid as advances, if any: | Date on which the special resolution was passed in general meeting as required under first proviso to section 188 |
| Sanjay Harish Motiani | Rent | Three Year | 60,00,000 | 28-05-2025 | - | - |
For and on behalf of the Board of Directors
Date:03- 09- 2026 Place:Mumbai
SD/- Sanjay Harish Motiani Chairman & Managing Director DIN- 07314538
SD/- Kanchan Sanjay Motiani Whole- time director DIN- 07314480
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